<PAGE> 1
As filed with the Securities and Exchange Commission on August 17, 1998.
Registration No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
GENUINE PARTS COMPANY
(Exact name of issuer as specified in its charter)
GEORGIA 58-0254510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2999 CIRCLE 75 PARKWAY
ATLANTA, GEORGIA 30339
(770) 953-1700
(Address, including zip code, and telephone number, of registrant's principal
executive offices)
ASSUMED STOCK OPTIONS UNDER THE
ELECTRICAL INSULATION SUPPLIERS, INC. 1993 INCENTIVE PLAN
(Full title of the plan)
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<S> <C>
GEORGE W. KALAFUT COPY TO:
GENUINE PARTS COMPANY
2999 CIRCLE 75 PARKWAY LAURA G. THATCHER
ATLANTA, GEORGIA 30339 ALSTON & BIRD LLP
(770) 953-1700 1201 WEST PEACHTREE STREET, N.W.
(Name, address, including zip code, and telephone number, ATLANTA, GEORGIA 30309-3424
including area code, of agent for service) (404) 881-7546
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CALCULATION OF REGISTRATION FEE
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==========================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par 184,272 shares (3) $0.47 $86,607.84 $25.55
value
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Common Stock, $1.00 par 88,689 shares (4) $3.33 $295,334.37 $87.12
value
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(continued on following page)
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<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 97,557 shares (5) $ 4.31 $ 420,470.67 $ 124.04
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Common Stock, $1.00 par value 97,557 shares (6) $ 7.99 $ 779,480.43 $ 229.95
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Common Stock, $1.00 par value 280,237 shares (7) $16.27 $4,559,455.99 $1,345.04
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AGGREGATE 748,312 SHARES $6,141,349.30 $1,811.70
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- ------------------------------
(1) This registration statement also covers any additional share that may
hereafter be granted as a result of the adjustment and anti-dilution
provisions of the assumed options.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise prices of the
outstanding assumed options.
(3) Represents options converted from EIS, Inc. Options, originally granted on
June 25, 1993.
(4) Represents options converted from EIS, Inc. Options, originally granted on
September 16, 1994.
(5) Represents options converted from EIS, Inc. Options, originally granted on
May 16, 1995.
(6) Represents options converted from EIS, Inc. Options, originally granted on
July 19, 1996.
(7) Represents options converted from EIS, Inc. Options, originally granted on
January 21, 1998.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this registration statement will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act, since December 31, 1997.
(3) The description of common stock contained in the Company's registration
statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description.
(4) The description of preferred stock purchase rights under that certain
Shareholder Protection Rights Agreement, dated as of November 20, 1989, between
the Company and SunTrust Bank, as Rights Agent, contained in the Company's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
(5) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities registered hereby has been passed upon for
the Company by Alston & Bird LLP, Atlanta, Georgia.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Company's Restated Articles of
Incorporation provide that a director shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or any other duty owed to the corporation as a director, except that such
provision shall not eliminate or limit the liability of a director (a) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (b) for acts or omissions which involve intentional misconduct or a
knowing violation of law, (c) for unlawful corporate distributions, or (d) for
any transaction from which the director received an improper benefit.
Under its Bylaws, the Company is required to indemnify its directors to the
full extent permitted by Georgia law. The Georgia Business Corporation Code
provides that a corporation may indemnify its directors, officers, employees and
agents against judgments, fines, penalties, amounts paid in settlement, and
reasonable expenses, including attorney's fees, resulting from various types of
legal actions or proceedings, including, but not limited to any threatened,
pending, or completed action, suit or proceeding whether civil, criminal,
administrative, arbitrative or investigative and whether formal or informal, if
the actions of the party being indemnified meet the standards of conduct
specified therein. Determination concerning whether or not the applicable
standard of conduct has been met can be made by (a) the Board of Directors by a
majority vote of all the disinterested directors, if there are at least two
disinterested directors, (b) a majority vote of a committee of two or more
disinterested directors, (c) special legal counsel, or (d) an affirmative vote
of a majority of shares held by disinterested shareholders. No indemnification
shall be made (i) in connection with a proceeding by or in the right of the
Company, except for reasonable expenses incurred in connection with the
proceeding if it is determined that the indemnitee has met the relevant standard
of conduct, or (ii) in connection with any other proceeding in which such person
was adjudged liable on the basis that personal benefit was improperly received
by him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
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ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's articles of
incorporation, bylaws, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event
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that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on August 17, 1998.
GENUINE PARTS COMPANY
By: /s/ LARRY L. PRINCE
----------------------------------
Larry L. Prince
Chairman of the Board and
Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Larry L. Prince and George W. Kalafut, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 17th day of February, 1997.
Signature Capacity
/s/ LARRY L. PRINCE Director, Chairman of the Board and
- --------------------------------- Chief Executive Officer
Larry L. Prince (Principal Executive Officer)
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/s/ GEORGE W. KALAFUT Executive Vice President -- Finance and Administration
- --------------------------------- (Principal Financial and Accounting Officer)
George W. Kalafut
/s/ RICHARD W. COURTS, II Director
- ---------------------------------
Richard W. Courts, II
/s/ BRADLEY CURREY, JR. Director
- ---------------------------------
Bradley Currey, Jr.
/s/ JEAN DOUVILLE Director
- ---------------------------------
Jean Douville
/s/ ROBERT P. FORRESTAL Director
- ---------------------------------
Robert P. Forrestal
/s/THOMAS C. GALLAGHER Director, President and Chief Operating Officer
- ---------------------------------
Thomas C. Gallagher
/s/ J. HICKS LANIER Director
- ---------------------------------
J. Hicks Lanier
/s/ ALANA S. SHEPHERD Director
- ---------------------------------
Alana S. Shepherd
/s/ LAWRENCE G. STEINER Director
- ---------------------------------
Lawrence G. Steiner
/s/ JAMES B. WILLIAMS Director
- ---------------------------------
James B. Williams
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<PAGE> 9
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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Exhibit Number Description
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4.1 Restated Articles of Incorporation of the Company, as
amended (previously filed and incorporated herein by
reference to the Company's Annual Report on Form 10-K,
dated March 3, 1995).
4.2 Bylaws of the Company, as amended (previously filed and
incorporated herein by reference to Company's Annual
Report on Form 10-K, dated March 3, 1995).
4.3 Shareholder Protection Rights Agreement, dated as of
November 20, 1989, between the Company and SunTrust Bank,
as Rights Agent (previously filed and incorporated herein
by reference to Company's Report on Form 8-K, dated
November 20, 1989).
5 Opinion of Counsel as to the legality of the securities
being registered.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5 hereof).
23.2 Consent of Independent Auditors.
24 Power of Attorney pursuant to which amendments to this
registration statement may be filed (included on the
signature page contained in Part II hereof).
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EXHIBIT 5
August 17, 1998
Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, Georgia 30339
Re: Form S-8 Registration Statement of Genuine Parts Company --
Options assumed under the
Electrical Insulation Suppliers, Inc. 1993 Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel for Genuine Parts Company, a Georgia
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 748,312 shares of the Company's
common stock, $1.00 par value ("Common Stock") that may be offered and sold
pursuant to the exercise of certain options (the "Options") assumed by the
Company and outstanding under the Electrical Insulation Suppliers, Inc. 1993
Stock Incentive Plan (the "Plan"). This Opinion Letter is rendered pursuant to
Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, we are of the following options:
(1) The shares of Common Stock to be issued pursuant to exercise of the
Options have been duly authorized by all requisite action on the part of the
Company and, when issued in accordance with the terms and conditions of the
Plan, will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
------------------------------
Laura G. Thatcher
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the assumed stock options under the Electrical Insulation
Suppliers, Inc. 1993 Incentive Plan of our report dated February 4, 1998, with
respect to the consolidated financial statements of Genuine Parts Company
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
August 14, 1998
